Universal Heroes: The Generator Saga
by DR. PLUTON BLACK
Summary: The war against fuse has just ended. But for Ben Tennyson, the real battle is only begining. With his old team divided its up to him and his new friends to prevent a deasaster that could bring the entire galaxy to its knees. Features Ben and Rex. ON HOLD
1. Prologue

Ultimate Heroes: Prologue

It was 12:33 in the morning Numbuh 5 snuck through the halls of Endsville Mall in the shadows.

The building had been abandoned ever since the recent fusion invasion.

With fuse now dead, all that was left was the clean-up operations of his spawns. That's where she and her team came in.

She ducked behind a shelf in the clothing store, and made a quick and detailed hand signal to her team, signaling for them to follow.

Their movements were barely visible in the pitch black room. Each took their positions in a circle around their target.

A bead of sweat rolled down the back of 5's neck as she slowly glanced around the room.

All seven of them were in position. She pressed the small red button on her wrist.

*beep*beep*beep*

The room came alive with quiet beeping and faint flashes of red dots all around the room.

That was the signal. It was time to move in.

The 8 agents leapt from their hiding places and dashed to the center of the room, towards a huge crater about 15 feet in diameter.

Within that crater stood a large, yellow, squid-like creature with 3 pairs of green eyes that ran up its scull. Its 6 tentacles, scrunched up to its body, were covered in tiny barbs.

This rare creature was known as a _Toothent_, a powerful monster of unsure origin that was infamous for using its long extendable tentacles to pull people into alleys and sewers and devour them.

It was absolutely too dangerous to be kept alive.

All of the Agents stood with weapons drawn pointed directly at the monster. Numbuh 5 herself held a _Shaverama._ It was the best she could do for this mission.

The creature shrieked, letting out an earsplitting sound that could pop a skull like a cherry tomato. Its arms came alive a waved wildly in the air.

"Careful y'all", said 5. "This thing is a level 2 threat; it will kill you if you aren't careful."

"Got it.", said a tall dark boy with yellow eyes. "But you know, it didn't look that surprised to see us."

A tentacle suddenly lashed out faster than he could blink and knocked his recon rifle from his hand.

"I think the Professor was right", said a girl with orange hair. These things are smarter than they look."

5 readied her weapon. "Then let's take it out before it can out think us. Open fire!"

The sound of gun shots and lasers echoed throughout the room, as everyone fired their respective weapons.

The creature wrapped its tentacles around its body like a cocoon to shield itself, its tough epidermis making it currently invincible.

The orange haired girl ceased fire and lowered her weapon in disbelief. "Seriously?"

"Let's try this then!" yelled another girl with short auburn hair, as she flipped out a _Mecha pulse cannon. _"Well just blow him to pieces!"

An electric light formed at the end of the weapon and speed towards the cocooned monster, blowing up a cloud of rubble in the process.

As the dust settled the creature was revealed to be intact, now with a layer of sparks around its body.

"That's it." Said the yellow eyed boy. "I'll pry it open if I have to." His hand gripped a hilt on his hip, and as he pulled it, a 4ft green energy blade formed at its base.

He leapt down into the crater and ran up to the creature with his sword pointed forwards. "RAAAAAAAAAAAA!"

Before he could make contact, one of the arms, still alive with electricity, lashed out.

This time however, the boy was ready as he rolled to the side and sliced the arm in half.

The toothent shrieked in pain for the first time all night as its tentacles unwrapped themselves, revealing it's freakish face once more.

"Hit it now!" yelled Numbuh 5. She rushed forward herself, abandoning the rifle for a _King Hammer_ and lifted it to bring down on the abomination. The other fighters followed her example.

Melee weapons were drawn and the ring of agents was closing in.

The creature suddenly sucked in its tentacles to an extreme shortness and lashed them out to 3 times their length in all directions. 3 fighters were whip lashed across the room while 2 others were grabbed and thrown in a random direction. 5 and the yellow eyed boy managed to dodge roll, while the auburn haired girl…

"Hey ugly, look up here a second!"

The toothent turned its scull upward to the ceiling. The auburn haired girl was hanging from the lighting by a grappling hook holding a green _Acid Buster _in her hand.

Before the toothent could react, a shower of neon green acid rained into its fragile eyes like a fire hose.

The shriek was deafening. But 5 endured as she swung her hammer at the side of the creatures head. The machine induced shockwave knocked it clean over on its side. She gasped.

For one thing, she could see how the toothent got its name. Instead of a beak like a squid, it had compacted rows of razor sharp teeth that looked like they could shred a freight train. And second, it was sitting on a smaller crater, full of little black orbs. Eggs.

"Sweet baby amugus, you've got to be kidding me!" Said 5. She reached into her bag and pulled out a handful of _M.U.S.T.A.R.D. _bombs and raised them over her head.

As the creature once again sat up it watched as the young black girl threw her bombs into its nest and blew her eggs to smithereens in an explosion of yellow powder.

…

"!"

The now enraged toothent swung its arms at 5 as she flipped herself out of the crater. It followed suit and pulled its massive body over the edge. Completely ignoring the gunshots from the other 2 agents.

5 ran through the aisles at top speed, realizing her obvious mistake. She technically killed mother's children right in front of her.

The toothent lashed out again, extending its arms to wrap around the girl. 3 of the arms meet their target.

Numbuh 5 found herself being dragged towards the open mouth of an angry, truck sized squid.

Just as she was about to be pulled in, she pulled another surprise out of her bag. She smirked.

"Gotcha fool."

Before the creature could pull her in, the grenade fell into its throat…

… And went off.

* * *

><p>Well that was the prologe everybody. This story is mostly Ben centric, with afew other characters that will come in over time. Ben is defenatly gonna have his hands full with these upcoming chapters, which are pretty long after this one. If you like it, tell me. I'll try to udate evey couple of weeks. mabey sooner. Some characters may seem OOC because i love charater developement. I can't stand childish Ben, or his arrogent best friend, or his snobbish cousin. It's why i liked AF so much.<p>

Well thats all for now, till next time

-DR. Pluton, sighning out.


	2. Ben and The Council

Chapter 1: Ben and The Council

Ben Tennyson walked through the halls of _Dextech _industries with his cousin Gwen and friend Kevin on either side of him.

He felt his usual confident which, until recently, was overshadowed by a feeling of uselessness.

Since the beginning of the war with fuse his Ultimatrix was malfunctioning, and only after several grueling missions was he able to deduce and destroy the cause, Vilgax.

His most powerful nemesis, had literally stolen the D.N.A. from his alien archive, preventing him from transforming.

Now that it was back in working order he would finally have the opportunity to join the Earth Military Council.

His team would have all of the best missions, and he would finally have a say in the decisions concerning the Earth's threats.

He stopped just short of the huge white door, with the EMCA insignia (a dove over an eagle), and took a deep breath.

"You nervous Tennyson?" Said Kevin. He usually hid his concern with sarcastic rhetorical questions.

"It's now or never." Said Ben. "Might as well get it over with."

"Then let's get a move on."

Ben opened the doors and took his first steps into the large room.

There were seven podiums lined up in a semi circle, each with a different insignia on the front.

Each member of the council looked over their podiums with their eyes locked on Ben.

There was Dexter, with the Dextech symbol on his podium. Secretly he and Ben were close friends, but if the council knew they would see it as a bias vote on his behalf.

There was White Knight, shown via computer screen, with the providence symbol.

There was Batman, tall and shady, scowling with pupil-less eyes. He represented the Justice League.

There was his Ben's grandfather Max Tennyson, who represented the Plumbers (intergalactic police).

Next to him was Earth's Green Lantern, who also worked in an intergalactic police force.

From the Kids Next Door, was Numbuh 362. The supreme leader of all KND operatives.

Mattie Fenton, leader of Ghost Hunters inc. Her work became much more appreciated after the invasion of Amity Park by the ghost warden Walker.

Last was Doc Saturday, the new leader of the Secret Scientists. As far as anyone could tell, they handled any strange creatures Providence wouldn't label as EVOs.

There they stood. Ready to make their judgment on the teenager that walked in, expecting to be seated among them.

"Ben Tennyson," began White Knight, "It was said that once you regained control of the Ultimatrix, you would be given an opportunity to join the EMCA as a subordinate to your Grandfather."

Ben suppressed a grin as he waited for him to continue.

"It has also come to the attention of the EMCA, that even though you did manage to reactivate it, it has taken you over a month to operate it correctly. A serious flaw on your record as a plumber, and a potential member."

Ben tensed.

"Also," said Batman. "It is the opinion of the council that you have been incredibly reckless with your usage of it in the past, even when your transformations were limited."

"But it's not as though anyone was hurt by your actions, in fact, almost all of your missions were completely successful. You helped a lot of people. " Dexter quickly added. Ben saw appreciated the help, but he knew what was really going on.

"Therefore it is the decision of this council to deny your request as a member." Finished White as if he were in a hurry to finish.

"Right, I get it. We'll just be going now."

"Were not quite done yet." Said 362. "There is…another matter we need to discuss."

"It's about your team." Said Lantern.

"What? You gonna confiscate our gear, send us on a suicide mission?" said Kevin.

"Although I'm tempted…" said White.

"This is about your teams abilities as individuals." Continued Lantern. "We feel it would be best if you were placed in areas where your powers would be most useful."

"Are you giving us a mission?" asked Gwen.

"No." said Dr. Saturday. "We...have decided to separate your team. You will be placed in different units around the country in order to make sure that you will be as effective as possible during future conflicts."

"WHAT?" yelled the three young officers.

"You can't be serious." Said Gwen. "Our team is one of the most successful in Plumber history!"

"That's not what the Aggragor files say." Said White.

All who were present tensed. Ben looked to his grandfather, only to find that he wouldn't look him in the eye.

"It says here that not only did you fail to capture 5 dangerous extraterrestrials on Earth-"

"Who were kidnapped and forced into hiding." Added Ben.

"But you also failed to stop an Osmosian terrorist named Aggragor from absorbing their powers, and sealing the _Map of Infinity_, which is more or less the key to the center of the universe."

The more Earthly members of the council took this news heavily.

"He then proceeded to travel to the realm of the Celestial Sapiens, and attempt to steal the powers of one of their babies, which would have made him, for lack of better terms, a god."

"We've heard enough White Knight." Said Max.

"Don't act like you weren't a part of this too Tennyson."

"It is also known that the only reason this plan was not fulfilled was because you used the power of the Ultimatrix to turn your so called friend in to an abomination and-"

"HE SAID 'ENOUGH' WHITE!" Yelled Lantern. "We know the story!"

"Back to our original business." Said Batman. " Gwen you will be relocated to Jump City. There you will work with the Teen Titans. They normally don't require much help. But recent attacks on the city lead me to believe there are forces there that could use your large expertise in magic."

"Doesn't their team have a mage already?" asked Gwen irritably.

"Yes, but the more help they have the better."

"And Levin." Said White.

"What is it Jowls?"

White's eye twitched. "You will be working under one of my best me, to make sure you stay out of trouble."

"Of course." Growled Kevin.

"Don't worry, you'll have plenty of other delinquents to keep you company."

"HEY!"

Ben looked up at his Grandfather. "What about me?"

Max's expression remained stoic. "Ben, since you are a Majestar of the Plumbers you will be working solo for the time being."

Mattie spoke for the first time that evening. "You have until tomorrow at 1:30 to pack your things and say goodbye to your families."

"This meeting is now dismissed." Said White.

Ben and company walked begrudgingly out of the room. Their friends on the council held downcast faces.

* * *

><p>The ride home was a quiet one. No one said a word. No one wanted to.<p>

Kevin drove slowly for the first time in ages. Gwen sat in the passenger seat, and Ben sat behind her looking out the window.

'This is my fault.' He thought. 'If I hadn't screwed up so much we wouldn't be in this mess.'

Kevin pulled up to _Mister Smoothy _and ordered meals for everyone. They sat in the parking lot against Kevin's car and ate. Ben finally spoke his mind.

"Guys…I'm sorry. This is my fault, I messed around too much and-"

"If you know what's good for you won't finish that sentence." Said Kevin as he slurped a soda.

"We don't blame you Ben." Said Gwen. "It's just a poor decision on the Councils part. And… I know I don't say this a lot but, Kevin and I are really proud of you."

Ben suddenly looked up. "Seriously?"

"Yeah sure." Said Kevin quickly.

"Thanks guys. And dispite how I act, I appreciate everything you've done for me, and the sacrifices you made."

Ben found it much easier to eat his food after finally saying that.

* * *

><p>When Ben got home that night he ran straight to his room and jumped onto his computer. There was someone he needed to talk to immediately.<p>

"Pick-up already."

The screen came alive and the monitor displayed Dexter.

"Um…hey Ben."

"Why?"

"Excuse me?"

"We're friends Dex just tell me why they decided to separate us."

"Because you're easier to control that way."

"Oh. Is that all?"

"I'm sorry Ben. I really tried."

"Thanks Dex. I owe you one."

"I'm just trying to do the right thing. And besides, I still owe you plenty."

* * *

><p>The next morning Ben Kevin and Gwen stood in the transit station for Gwen's plane to arrive.<p>

"I guess this is the last time we'll be together for a while." Said Gwen.

"I'm trying not to think about that." Said Ben. "I don't wanna treat it like while never see each other again."

"I know it's just-that must be my ride." Gwen said as she looked up at the bronze manta-ray shaped ship.

"That? That is one ugly ship." Said Kevin. "I actually feel sorry for you."

Gwen actually let out a laugh. "Shut-up Kev."

As the ship landed Gwen turned around to Kevin and Ben. "I'm really gonna miss you guys."

"We'll miss you too cuz."

(Group Hug :3)

A lone figure walked from the ship. He was tall African American, easily over 6 ½ feet in height. He wore a black sweat jacket with blue jeans, and a strange light blue mask that covered half his face.

He approached the group.

"Are you Gwen Tennyson?"

"Yes."

"I'm Victor Stone. I'm here to take you to Jump City."

"Alright, just give me a second please."

"I'll be waiting on the ship."

As "Victor" walked away, Gwen turned back to her friends.

"This is it. I guess I'll see you later."

"Just don't get too friendly with your new team, or I might have to come visit you."

"You could just call every day."

…

"Yeah, that's what I thought." She said as she smiled and kissed him on the lips.

"Okay eew."

Kevin waved him off since his mouth was…busy.

* * *

><p>The ship lifted into the sky and shot off at the speed of sound to the other side of the country.<p>

"Well." Said Kevin. "I guess I better head out. I gotta flight to catch in Tech Square."

(Fist Bump)

"Check your cars computer later." Said Kevin as he walked away. "I installed some upgrades into it."

"Thanks."

Kevin got in the car, and drove off.

* * *

><p>Ben was alone in the transit station. For the first time he was alone ad he couldn't talk to his friends.<p>

He could call them. But he wanted to be with them.

"Bull crap."

*BEEP*BEEP*BEEP*BEEP*

"What now?" Ben said as he looked at his Ultimatrix while it beeped loudly.

Ben activated the navi-computer in his watch.

"There's a distress signal coming from…Downtown City Station. Terrific, of all times."

Ben hopped in his car cranked up the engine and took off full speed to the north.

* * *

><p>And that, people, was chapter 1. This is how the story kicks off.<p>

What will Ben do without Kevin and Gwen?

Well _I _Know. ;p

I thought Ben and Dexter would make an interesting friendship. You'll find out why Dex owes him later.

Much Later.

As for next time...

Here's a sneak peak.

* * *

><p>Rex landed on the EVO feet first. His <em>Punk Busters<em> driving it into the ground.

"Gotcha freak." he said as he smirked.

His victory was short lived when someone pressed the barrel of a gun to his back.

"Get off of him, RIGHT NOW!"

"Um, excuse me?"

"Don't you know who that is? Your standing on Ben Tennyson you jerk!"

"I...what?"

"Yeah dude." said the red and yellow ray-like "EVO."

"And by the way..." ,its eyes glowed green and shot Rex square in the chest, shooting him into the air and onto a car 20 ft. away.

"That really hurt." said Jetray as he picked himself up.

* * *

><p>Till next time...<p>

Expect Chapter 2 this week

Please review

-DR. PLUTON BLACK


	3. Living Weapons

Chapter 2: Living Weapons

A/N: Welcom everyone, to chapter 2. This was supposed to be up yesterday, but my computer was running slow (again). In this chapter we'll finally see some action, surprisingly Ben isn't involved with most it. I also intruduce some OCs here. For those of you who don't like OCs, don't worry too much. They help move the story along.

Warning: This chapter contains blood and some disturbing mental images. Those of you with weak constitutions will want to exit the arena...TOO LATE!

HAhahahah!

Disclaimer: I don't own, Ben10, Generator Rex, Fusion Fall, Teen titans, or any DC character

I do own all OC's in this chapter. I made them up. 4reals.

* * *

><p><strong>Last Time on Universal Heroes:<strong>

"_It's now or never." Said Ben._

"_Then let's get a move on." _

"_Therefore it is the decision of this council to deny your request as a member." Said, White Knight, as if he were in a hurry to finish. _

"_We...have decided to separate your team. You will be placed in different units around the country in order to make sure that you will be as effective as possible during future conflicts."_

"_WHAT?"_

_Gwen you will be relocated to Jump City. There you will work with the Teen Titans._

"_And Levin." Said White. "You will be working under one of my best men, to make sure you stay out of trouble."_

"_Ben, since you are a Majestar of the Plumbers you will be working solo for the time being."_

"_I'm really gonna miss you guys." Said Gwen._

"_We'll miss you too cuz."_

_Kevin got in the car, and drove off._

_Ben was alone in the transit station._

*BEEP*BEEP*BEEP*BEEP*

"_What now?" Ben said as he looked at his Ultimatrix while it beeped loudly._

_Ben activated the navi-computer in his watch._

"_There's a distress signal coming from…Downtown City Station!"_

* * *

><p>A troop of 6 black and white humanoid mechs walked in a triangular pattern down the streets of City Station. It was an ordinary patrol…<p>

Until a large shadow passed over them, followed by another and three more after that.

The sound of buzzing, like a chainsaw, filled the air around them.

Commander Nathan Firebrand was the first to react.

"Everyone! Brace yourselves for aerial assault!" He shouted over the intercom. A second too late.

The mech furthest in the back was yanked off of the ground like paper in the wind. The other pilots could only look up in horror as they realized what they were dealing with.

The screams of their fellow pilot were heard over the com link as they watched what appeared to be 3 giant preying mantises rip the steel armor apart and tear out the exposed pilot.

2 mouths descended over his body in mid air and tor him in two, swallowing the pieces whole.

Not a single drop of blood touched the ground.

"Snap out of it men! There are 5 of these things and only 5 of us! Open fire and don't waste a shot!" Firebrand screamed over the intercom as he pulled the trigger on his _Laser Lance XL_.

The yellow bolts of plasma shot into the sky and skimmed the armor of the closest mantis.

That got its full attention. Only now…The pilots were ready. They opened fire and aimed at the bodies of the hideous monsters.

The shots never hit their target. These bugs, whatever they were, dodged like mosquitoes in the rain. Not a single bolt of plasma met the flesh of the insect.

"What the heck are these things?" asked one of the pilots.

Two of the mantises swooped at falcon speed straight at Firebrand. He dodge-rolled at the last second and struck the closest insect with the butt of his gun right in the crook of its neck.

It fell to the ground, and the troops wasted no time shooting it till the flesh turned black from plasma burns.

In the sky, the other 4 bugs were regrouping.

"The guys at the base call'm _Carnotomes_, a real nasty bunch. Very rare, 'nother one of them creatures that popped up out of nowhere."

The Carnotomes lined themselves up in the sky.

"Shoot'em again!" Yelled firebrand. "Don't let up, and don't let'm swoop at us!"

The pilots all opened fire, but once again the creatures proved to be too quick. Every shot was once again dodged in mid air as the Carnotomes descended in blitzkrieg formation.

"Move!"

As the troop attempted to dodge, two of them were caught off guard when the bugs in the center looped and caught them in a second go around.

Firebrand did his best to stay focused and ignore the screams of his fellow pilots.

'_What's going on here? What is a level 1 threat doing in such an isolated area?'_ Firebrand thought to himself as he prepared for another attack. _'The last place these monsters were seen was in the wetlands of Brazil just two weeks ago.'_

The creatures regrouped once more. They were picking off their prey with flawless precision.

Firebrand then realized something that disturbed him greatly. There was only one safe zone in City Station. One place where people could retreat from battle to.

A huge circular wall surrounding a base called _Columba. _Most of Columba's public features were outdoors. The scary part…

Columba didn't have a ceiling. Theses monsters would decent over every exposed creature they could find.

"That tears it, we need back up." Firebrand said as he activated the distress signal within his mech, and simultaneously sent an emergency massage to Columba telling every person outdoors to move inside a protected building.

This was all he could do before he had to brace himself for the descending monsters.

"You won't get me that easy! RAAAAAAAH!" Firebrand and his remaining troops activated the energy gauntlets within their suits. They were out of ammo. And almost out of time.

* * *

><p>Ben's car stopped short outside of City Station. No need to drag his perfectly functioning car into this mess.<p>

'Alright where's this signal coming from?' He thought to himself as he looked at his holo-map.

'What the…there are two now? Well no offence to the other one, but I should see whoever is closest. No point in being bias.'

"Alright, Its Hero time!" Ben slammed the symbol on his Ultimatrix.

There was a flash of green that covered Ben's body. As it died, a new creature emerged in his place.

It resembled a red stingray with short arms and legs connected to its yellow wings. It green eyes glowed faintly.

"Jetray!" shouted Ben in his new form.

_**Ultimatrix DNA file:**__ Jetray_

_**Species:**__ Aerophibian_

_**Planet:**__ Aeropela _

_**Powers/Abilities**__: Jetray possesses the power to shoot neuroshock blasts from his eyes and tail and can fly and swim at supersonic speeds to chase down and overwhelm an opponent in a flash. He can manipulate neuroshock by shooting blasts from his tail or his eyes in the form of a massive explosion. He is a very good hand-to-hand combat fighter, especially in aerial battles. Ben prefers to use Jetray for air chases or fights because of his super-speed and fast reflexes._

"Alright," Said Jetray. "Now to find the source of that signal. Ultimatrix guide me in the right-"

_CRAAAAAAAAASHUUNK!_

In the distance a building began to slowly tip over. It would reach the ground in about 25 seconds.

"Never mind I found it." Said Jetray as he took off over the city faster than his car doors could lock.

* * *

><p>In the city two Dextech agents ran side by side. Every few seconds they would look around and make sure they were not being followed.<p>

One was a girl with auburn hair wearing full _Mechomorph _Armor. She carried a matching pistol in her hand.

The other was a tall dark skinned boy with yellow eyes, wearing a Dextech _Dodge-ball _suit, minus the helmet. He carried a green energy sword in his left hand.

"Hey Luke, why are we sneaking around again?" Asked the girl. "This is City Station, we used come here all of the time. Even during the Fusion invasion. Why use stealth now?"

The boy sighed. "Look around Kitzune, there are no cars." He gestured to the roads. "No other Agents, no police, no heroes, nothing." He turned to face her directly. "This place has gone through a lot since we were last here. This is a level 1 zone."

"Isn't level 1 easy?" She asked innocently.

"Not in terms of E.V.O.'s. Level one is about as dangerous as you can get." He said as he continued walking.

"But you said it yourself. Nothing is here."

"Wrong. There is an outbreak of dangerous creatures, like the one from the other night."

Kitzune's face was downcast after hearing that.

"Look," said Luke, feeling the weight of his own words. "Let's just get to Columba and report to Susan before something decides to step out and-GET DOWN!"

Luke suddenly leapt forward and tackled Kit to the ground just as a creature the size of a large dog jumped from behind a truck and tumbled over their heads. As they sat up it regained its footing and looked up at them snarling.

"Terrific." Said Kit as she stepped back and readied her gun. "It's a _Dynamite Rat._ Didn't they flush these things out of this city already?"

The rat growled again and began to pace, sizing them up.

"Must be a straggler. They're bound to be a few left over from their colonies. But this one looks kinda weird." Luke looked said as he looked over the creature again. " Looks kind of bulky, and greenish."

It leapt at the again without a second thought. Only to be shot down in midair by Kit.

"Kinda stupid too if you ask-"

Luke grabbed her arm and started to run in the opposite direction. "Hello! Earth to Kit! Dynamite Rats explode when they die."

"Oh right. Duh."

"Yeah duh. This ought to be far…enough?"

Luke looked over his shoulder at the dead rat. This was new to him. It wasn't exploding. It was glowing, bright greenish white lights danced in the air were its body lay.

"What's it doing?" asked Kit nervously.

"I don't…"

Before he could answer the green light expanded and suddenly collapsed on itself, into a black energy mass. It looked remarkably like a black hole. The building next to it shook as the mass touched it and suddenly…Combusted!

The whole lower third of the building exploded in red and green fire and shot shrapnel and dust everywhere.

Luke instinctively covered Kit with his body, taking most of the blast. And the shrapnel.

They were flung 10 feet from where they once stood and onto the ground. The building began tipping towards them.

"Luke!" Yelled Kit, as she tried to wake her now unconscious friend. "Get up we gotta move!"

She tried to pick him up and move him. But the shadow of the sky scraper was already over their bodies.

Kit shut her eyes and braced herself for the brief but terrible pain she was sure to feel.

Instead…she felt herself suddenly yanked off of the ground and faster than she could open her eyes she was 30ft from the collapsed structure.

The dust cloud shockwave chased them a good 50 more feet before it settled and she was placed on the ground.

Even before she turned to see what had saved her she saw Luke lying next to her on his stomach, 3 large shards of metal shrapnel were lodged in his back, along with other smaller pieces. He was in seriously bad shape.

"Hey," said a raspy voice from behind her. "Are you okay? You look a little shook up."

She turned around finally, and what she saw stuck almost shocked the fear right out of her.

* * *

><p>Jetray stood over the girl he just saved with deep concern. Judging by the condition her friend was in, he had arrived too late to save them both from the worst of the blast.<p>

The girl just stared at him blankly, her face was flushed of color. Hr pupils shrank to minimum size. As he looked her over (A/N: for injuries…gutter brains) he noticed her side was bleeding. A decent sized cut was visible threw her tattered armor.

"Your side is bleeding." Jetray stated obviously. "I'll take you and your friend to a safe zone and you can-"

"A-are you B-Ben Tennyson?" She asked shakily. Her voice was breaking, no doubt do to her injury.

"Yeah, and don't worry I'm here to help you. You should check on your friend. I'm not sure what his condition is and I don't wanna make it worse." Stated Jetray.

"And you turned into Jetray." She said rather off topic, much to Jetray's confusion.

"Um yeah, now are you gonna check on your friend or not?"

"Oh right, right I'm just…you are…and the building…I'll take care of him now." She ran over to inspect the boy's injuries.

* * *

><p>Firebrand was at his limit. The freak'n insects have just taken his last soldier. And 2 of them were still alive.<p>

While one distracted itself with gorging on his second in commands entrails, the final Carnotome dove strait at his exposed right flank. He couldn't turn around in time.

The beast tackled him and turned him on his back. It then ripped off the face plate of the mech and exposed Firebrand to the open air,

Firebrand had a good look at the creature now that it was up close it had at least six mouths lined up under its neck trailing behind the others. That was about all he saw before it leaned in and prepared to devoir him-_**SLAM!**_

The creature was suddenly flung from over his body, leaving the sound of its screech to compete with the sound of the roaring motor of whatever just hit it.

Fire brand quickly got out of the cockpit of his ship and looked in the direction the creature was flung.

What he saw was its shell splattered against the wall of some building in a pile of its own goo.

"What the flying heck?" he said "What in the world was that?"

What he saw next surprised him even more, a creature was getting up out of the goo and the pieces of shell. It was tall, it stood on two legs like a human.

It had orange insect-like eyes, the only thing visible over the goo. But what surprised him most was that it spoke.

"That was so GROSS!" The creature started to shake himself off. "It got in my hair and my mouth, UGH! Pthu, Pthu ack!"

As firebrand looked more closely he could see that beneath the slime was an orange jacket and black pants. Black shoes and gloves…and the face of a teenage boy!

"Yo, dude, are you alright?" Yelled the boy. " I didn't see if it hurt you." He began to walk towards him.

Firebrand regained his senses and responded. "Yeah, I'm fine, but…Wait what about the other-"

As Firebrand turned around he saw the other insect he was worried about sliced in half on the pavement, and his second in command's arm was hanging from the cockpit…and moved!

He was still alive.

"Sorry I didn't get here sooner bro, I only just got your distress signal." The boy said as he reached Firebrand. "Sorry about your friend."

"Its fine, he's still alive. I just gotta get him to a safe zone." Fire brand went over to his fellow pilot and realized he may have spoke to soon.

"C-c-command-der, p-please help m-me." Said the man. He was in terrible condition. Blood was all over him and his mech.

The worst part was…the man's legs were missing. Completely amputated. A better cut couldn't have been made with a plasma cutter.

Firebrand knew it was too late. He had lost too much blood already, and he would probably go into shock if he were so much as touched.

"I'm sorry," said the boy from behind Firebrand. "I should have gotten here sooner. Don't worry we'll get you to a safe place and you can-"

Before he could get another word out, the man's eyes rolled back and he shook violently. A small grunt escaped his lips before he was still. Never to move again.

"It's too late son." Said Firebrand. He put a hand on the boy's shoulder. "He's gone."

The boy's eyes burned. He knew this would happen…after this morning he knew everything could only go downhill.

"Come on let's get to Columba and you can get some rest." Said the older man.

"No." Rex took the hand away from his shoulder. "There was an explosion nearby. I should go check it out."

"I'll come with you, maybe I can help you."

"Fine," said the boy without argument. "Just hold on Mr.…"

"Firebrand, Nathan Firebrand. 5th division commander of the Plumbers of Earth." Said Firebrand. He was trained to always present himself by his full title.

"I'm Rex. Strongest weapon in Providence." Said Rex, lightening up a little . And you might wanna hold on, cause I'm flying this time around."

"Flying?"

Firebrands question was quickly answered as Rex's torso lit up with light blue lines, resembling those of a circuit board.

Then suddenly, two orange air plane like wings with twin turbines sprouted from his back.

Rex pulled his goggles back over his eyes. His turbines spun until, he was 5 feet off of the ground. He positioned himself over Firebrand, who, after he recovered from shock (again) he reached up and grabbed Rex's arms as he lifted off and carried them to the source of the explosion.

* * *

><p>Jetray hovered over the girl as she inspected her friend. He was also admittedly surprised by her medical skills as she had removed most of the larger pieces of shrapnel and bandaged him up nicely.<p>

Another thing he noticed was that she occasionally glanced up at him as he circled above. He was sure she was afraid of him, but he was only circling to keep lookout for anymore potential threats.

When this was over, he would carry them to Columba, and explain that he was not a threat to them.

He hated when good people feared him.

This thought disturbed him so much he never bothered to look up for threats, only down into the alleys.

* * *

><p>Kit was working as professionally as she could. But the creature over head kept stealing her attention.<p>

She knew she should be worried for Luke, she was. But this was completely unexpected.

She knew who Ben Tennyson was. She grew up near Bellwood and heard about him a lot before, and even during the war.

But she never thought she'd actually see him. And giving the circumstances, it was probably best that they meet like this.

Had she met him any other way, he would almost certainly be disgusted by what a huge fan girl she was.

"Focus on Luke." She thought out loud. "You can get to know the awesome Ben Tennyson later. Right now is about saving-"

_**WHAP! **_"AAAAAGH!" _**SMASH! **_Kit jerked her head around and saw something strange and terrifying.

Two giant pairs of metal feet just smashed Jetray into the pavement!

* * *

><p>Rex landed on the EVO feet first. His <em>Punk Busters<em> driving it into the ground.

"Gotcha freak." he said as he smirked.

His victory, however, was short lived when someone pressed the barrel of a gun to his back.

"Get off of him, RIGHT NOW!"Said a girl's voice. A teenage girl to be exact.

"Um, excuse me?" said Rex. Why would she attack him. It was this thing that was circling like a buzzard over a carcass.

"Don't you know who that is?" She said angrily. "You're standing on Ben Tennyson you jerk!"

"I...what?"

"Yeah dude." said the red and yellow ray-like "EVO."

"And by the way..." ,its eyes glowed green and shot an energy blast at Rex square in his chest, shooting him into the air and onto a car 20 ft. away.

"That really hurt." said Jetray as he picked himself up.

* * *

><p>Cliff Hanger<p>

Hanging from a Cliiiiiiiiiiiiiiiiif

And thats why hes called Cliff Hanger!~

"Can't...hold...on...much...LONGER!"

Hehe, that was chapter 2 people. Idon't know if other authers experience this but...

I completely rewrote that chapter while I was typing it. It was much happier and friendlier the first time around.

There was no deaths at all, NONE!

I wouldn't wanna be Rex right now.

And don't worry, he didn't ditch Firebrand (I love that word)

As the characters get to know each other alittle better, the true plot of the story begins to take place.

no hints this time!

PLEASE REVIEW! DO YOU LIKE THIS STORY OR NOT? I WANNA KNOW!

-Dr. Pluton Black, signing off yall.


	4. Chapter 4

ATTENTION UH FANS

THIS FANFICTION IS BEING MOVED TO THE BEN10/GENERATOR REX SECTION TO GET MORE RECOGNITION. THIS STORY IS NOT OVER, AND WILL BE CONTINUED WITH THE NEXT MONTH.

UNTIL THEN-PLUTON IS OUT YALL!


	5. Teenagers Fight like Monsters

**Chapter 3: Mission Confirmed **

**A/N: **To the few people that enjoy this story, I apologize deeply for waiting a two months to update. Especially since I promised to update every few weeks. I have shamed myself. But I had hoped this story would reach a wider audience, and that more people would review. I'm not giving up on this story, but unless more people tell me they like it my updates will be slower. But I will finish this story. Just to let you all know, Kit is not a Mary Sue character. She's not even a main character but she will stick around for the purpose of guiding the story. I hope you'll all be satisfied with this chapter. Believe it or not, I changed the story from this point. The shows I based this on are changing rapidly, especially Generator Rex. I hope it suites your bloodthirsty teenaged satisfaction.

I don't own any of the shows referenced in this fic. Sorry blood sucking lawyers.

_**Last time on Universal Heroes:**_

_After Ben Tennyson's team is split up across the country, he is immediately called back into action as his Ultimatrix picks up a distress signal coming from City Station. Setting his transformation dial to 'Jetray' he takes off to the source. However, on his way there he spots two Dextech Agents about to be crushed by a building. Both of which he immediately rescues._

_Meanwhile:_

_A group of Plumbers are ambushed by a pack of flesh eating insectoid monsters, and the resulting battle kills all but one of the troop. The last two creatures are about to go in for the kill when local Providence hero Rex pulls a last minute rescue and slays the creatures. _

_A turn of events leads the two groups to make contact, and Rex mistakes Ben's Jetray form as a hostile and attacks. Jetray s able to free himself with the help of the girl he rescued, and now the two heroes standoff._

Jetray hovered 3 feet off of the ground as he stared at the teen that just attacked him. He was pulling himself off of the hood of the car he just landed on.

"Okay freak show, you wanna fight?" said the teen. "Have it your way!"

Suddenly his mechanical feet were absorbed into his body, his arms glowed with light blue lines, and two massive mechanical arms sprang out of his shoulders.

Jetray's eyes grew with surprise. "Okay, that was unexpected."

"Ready to give up?" said the teen. "Cause I don't feel like messing around today."

Jetray frowned, and slapped the Ultimatrix on his chest. A green light formed around him. His smooth red skin became furry and blue, his yellow underbelly turned deep blue-black. In his place now stood a 5ft blue monkey with four arms and four eyes.

"Spider-Monkey!"

To say Rex was surprised would be an understatement. The Ray-like creature he was just fighting suddenly turned into a creepy monkey thing!

"What are you gonna do? Bite me?" Said Rex smugly.

This really got Spider-Monkey irritated. "I'm gonna do more than that!" He yelled as he leapt at the teen EVO.

That was all the invitation Rex needed. He pulled his _Smack Hands _into fighting position, and charged. He punched out with his right, expecting to pound Ben in the face.

Spider-Monkey quickly caught the hand and summer salted over the giant arm, mid-flip he swung his legs down over Rex's head and flipped again, landing behind him.

Rex caught himself quick and swung his left arm behind him, only for Spider-monkey to lean backward and dodge, using the opening to kick Rex in the ribs. Using his momentum he spun around and swung his open right hand directly over Spider-Monkey.

Ben caught the massive hand, but the strength and pressure of the swing slammed him into the pavement, and the metal fingers wrapped around his thin body. Before he knew it he was thrown into an arch across the street heading straight for a street light. With acrobatic grace he twisted his body, reached out and grabbed the pole, flipping himself on top.

'Okay, so he's smarter than he looks', Thought Ben.

Rex scowled at the creature before him. 'What the freak is this guy? It's like trying stab a fly with a tooth pick.'

"What's wrong?" asked Spider-Monkey childishly. "Too fast for you? Can't handle my moves? Or are you just-whoa!"

He barely leapt away as a thick cable like whip cracked and destroyed his perch, sending out little sparks of electricity.

"How do yah like me now!" Laughed Rex as he swung his whip at the annoying little creature. The monkey leapt onto a car.

_**CRACK!**_

Onto a wall…

_**WACK!**_

Onto another car…

_**SMAK!**_

No mercy. At least now the little bugger couldn't do his fancy flips.

Spider-Monkey's reflexes were the only thing keeping him from being torn open by the ridiculously long cable. 'So this kid can make machines from his body?' Ben noted the large circular coil on Rex's back that spread over his arm into the whip.

Rex raised his arm in the air again, and as the whip spiraled up it lit up with electrical sparks. He swung it diagonally at Ben.

'Crap.' Spider-Monkey had no time to dodge or react as the whip hit his side. By reflex he caught it with his two right arms, only to have his entire body light up with electrical energy. The momentum of the swing smashed him straight into a parked Fed-ex truck. The whip coiled around him like a python.

'I got him now.' Thought Rex, He swung Spider-Monkey high into the sky, preparing to smash him into the street, when another green flash emanated from the end of his whip. As he slung down, instead of a loud smacking sound, a sound like a falling boulder rung out from the newly formed crater.

In Spider-Monkey's place wrapped inside the electric coil was a 10ft purple stone man with violet crystals coming from his body. In the middle of his cone shaped face was a single green eye.

"**Chromastone!" **

Rex sweat-dropped. 'Why is he shouting his name?' He thought as he sent another wave of electrical energy down the cable.

There was no struggle. As the electric currents entered Chromastone he stood as still as a rock.

"That won't work on me." He said casually. "I'm a conductor." The blue sparks traveled into his body as it began to glow with multicolored energy. It took Rex a moment to realize what was happening before a spherical burst of energy blasted him snapped his whip and shot him back several feet as his mechanics were reabsorbed.

He picked himself up slowly. 'Ouch.' He looked up and saw the stone man standing a good 20ft away with his arms crossed, as though this whole thing was pointless.

"Are you ready to give up yet?"

Rex frowned. His torso glowed with blue circuit-like lines. From his back burst twin turbine wings. "Yeah right, I'm just getting started." He said as he shot into the air, until he reached a height of about 30ft.

"Am I supposed to be impressed or something?" Asked Chromastone in a bored tone. He concentrated the energy in a field around his body, and lifted himself off of the ground slowly. "Anyone can fly nowadays."

Rex just smirked. The tops of his turbines pointed at the floating golem and eight spikes appeared on them. A second later the spikes fired small metal cables at Ben, catching him by surprise.

Chromastone raised his arms to defend himself, but what he didn't expect was for the cables to wrap around him like snakes. He wasn't concerned though, the kid had tried this already and-

Suddenly Rex flew by Ben, and the cables tightened around him. Ben suddenly found himself being dragged through the air at speeds he wasn't prepared for.

'Here we go.' Thought Rex. As he reached the edge of the street he looped as he came to a tall building, going the opposite way as Chromastone smashed into a 5th story window. In a split second he reabsorbed his Boogie Pack, and grew out his Punk-Busters as he crashed against the ground and spun a kick into a nearby car. The car shot directly at the hole in the building and exploded inside.

"And that's all she wrote." Said Rex smugly. "Better go fish him out of there."

He was about to check his handy work when a gross, guttural sound erupted from the wrecked tower in front of him. 'Don't tell me…'

_**BLECK!**_

A ball of glowing green energy shot out of the window directly at Rex, who tried to kick at it only for it shattered half of his mechanical leg.

"**UPCHUCK!" **Yelled a 2ft tall round, green…lizard? Weasel? Newt? Whatever. Upchuck leapt from the building as four tongues lashed out at Rex's remaining leg.

Rex leaped awkwardly to the side as the tongues stuck to the bottom of his Punk Buster. His face hit the ground as he felt the mechanical leg rip off of his body. He flipped back up and crouched back into fighting position.

Upchuck's body inflated to the size of a sumo wrestler as his stomach glowed with acidic energy. _**BLECK! **_A huge green ball of energy came speeding towards Rex like a cannon ball.

'Crap!' Rex held out his arms horizontally and morphed them into _Block Party. _A blue dome of energy covered him as the explosive projectile hit, creating an explosion of blue and green super charged atoms.

As the smoke cleared, Upchuck's eyes went wide. His projectile had done nothing buck crack the shield. Rex was still standing. He watched as he reabsorbed the shields and his left arm morphed into a massive orange sword. He frowned and slapped the Ultimatrix yet again. The green light engulfed him as he morphed once again.

Rex growled under his breath. Just how many transformations did this guy have? He was running out of counter attacks. As the light faded, a 7ft green plant man with red flame shaped hair stood in fighting position.

"_**Swamp Fire!" **_He yelled.

"Stop doing that!" Yelled Rex as he charged, his sword held out to the side as he was trained to do.

Both fighters were running full speed, ready to plow each other into the ground when…

"STOOOOOOOOOOOOOP!"

"Wha-" Rex barely had a second to register the sound.__

Swamp Fire was confused by the voice as well and tried to pull back on his speed until he tripped over a piece of rubble and fell head first into the metal fisted teen in front of him.

Both fighters were suddenly caught off guard as and unceremoniously,** WHUMP!** Swamp Fire's head went directly into Rex's unprotected solar plexus, and they fell into a heap on the ground.

Off to the side, Kit sweat dropped. 'Well…That was anticlimactic.'

Rex absorbed his BFS, and pulled himself off of the ground holding his gut. Which was most likely bleeding internally, he noted.

Swamp Fire did the same as he sat up and rubbed his head. "Who the heck was that?"

"Sounded like Firebrand." Said the orange clad boy.

"Fire what?"

As if on cue a red haired man in a plumber's uniform jogged over to where the two heroes lay on the street. He looked rather tired too, Ben noted, and relatively low in rank compared to himself. If he had to guess he'd put him at the rank of captain, with Ben himself being of Majestar rank.

"I think there is a small misunderstanding here." Said the plumber. "Rex this man is plumber just like myself. I was trying to tell you before you took off like that."

"Seriously!" said Rex. "Why didn't he say so?" As if Ben wasn't standing right next to him.

Ben's eyebrow twitched. 'Not the brightest crayon in the box is he?'

"If you would have just asked, instead of crushing me with your oversized feet, we could have avoided this whole-"

"Well if you weren't circling those kids over there like a friggin vulture I wouldn't have thought you-"

"If _you_ listened to your captain I could have-

"_I _don't have a captain he's with me. And if _you-_"

"IF YOU BOTH DON"T SHUT-UP AND HELP ME GET THESE KIDS TO SAFETY I'M REPORTING YOU TO BOTH YOUR BOSSES!"

Ben and Rex turned around slowly to face Firebrand, who was wrapping bandages around the wounded boy. Ben's mind snapped back to reality. 'That's right how could I be so stupid!' He ran back to where the girl was hunched over her friend, with Rex trotting behind him.

A/N: Yeah that's it. Sorry if you were expecting a big super chapter. But I have to decided to update with short and sweet chapters once or twice a week. Now that I'm back into my stories I can enjoy writing without killing myself with standards that take too much effort to meet. If you're lucky I'll go for two chapters next week. I hope you enjoyed that…I guess you could call it a fight. Kind of rushed at the end but whatever. Please review and check out my story poll if you got time. It's almost thanks giving so I'll be ending it soon. Right now Gomu-Gomu no Jutsu' is in the lead. I was kind of hoping the Percy Jackson story would get noticed more…

-PLUTON


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